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CTS Corporation (CTS) Written Consent Kenneth Steiner JOHN CHEVEDDEN *** February 15, 2021 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 2 Rule 14a-8 Proposal CTS Corporation (CTS) Written Consent Kenneth Steiner Ladies and Gentlemen: This is in regard to the January 12, 2021 no-action request. This proposal is strictly advisory. Management does not claim to be powerless to change the state of incorporation. This proposal would give management valuable information on whether shareholders want a right to act by written consent, that in combination with other factors, might make it advantageous for the company to incorporate in another state. ~Ll--- ~hn Chevedden cc: Kenneth Steiner Andrew Warren <Andrew. [email protected]> ***FISMA & OMB Memorandum M-07-16 JOHN CHEVEDDEN *** January 27, 2021 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # l Rule l 4a-8 Proposal CTS Corporation (CTS) Written Consent Kenneth Steiner Ladies and Gentlemen: This is in regard to the January 12, 2021 no-action request. Management failed to forward a copy of its no action request to the shareholder party until the shareholder party discovered the no action request today by accident. Management blamed it on the pandemic. Meanwhile the managements at other companies file no action request demanding that shareholders be given no leeway due to the pandemic. ~ cc: Kenneth Steiner Andrew Warren <[email protected]> [CTS: Rule 14a-8 Proposal, November 20, 2020 I Revised December 3. 2020] [This line and any line above it - Not for publication.] Proposal 4 - Adopt a Mainstream Shareholder Right - Written Consent Shareholders request that our board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent. This proposal topic won 95%-support at Dover Corporation and 88%-support at AT&T. Written consent allows shareholders to vote on important matters, such as electing new directors that can arise between annual meetings to send a wake-up call to management. For instance, Ms. Patricia Collawn, chair of the management pay committee and with 16-years board tenure, was rejected by more than 20% of shares in 2020. Ms. Collawn was also rejected by 60-times as many shares as 3 of her director peers. A shareholder right to act by written consent still affords CTS Corporation management strong deference for any lingering status quo management sentimentality during the current rapidly changing business environment. Any action taken by written consent would still need 55% supermajority approval from the shares that normally cast ballots at the CTS annual meeting to equal a majority from the CTS shares outstanding. With the new style of tightly controlled online shareholder meetings makes the shareholder right to act by written consent all the more important because everything is optional with online shareholder meetings. For instance management reporting on the state of the company is optional. Also management answers to shareholder questions are optional even if management misleadingly asks for questions. Online shareholder meetings are a serious blow to management transparency. The Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button that was used to quash constructive shareholder criticism. AT&T would not allow any sponsors of shareholder proposals to speak at its online shareholder meeting. Shareholders are so restricted in online meetings that management will never want a return to a much more transparent in-person shareholder meeting. Please see: Goodyear's virtual meeting creates issues with shareholder https :// www .crai nscleveland .com/manufacturing/goody ears-vi rtual-meeti ng-creates-issues-shareho Ider Please see: AT&T investors denied a dial-in as annual meeting goes online https ://w hbl.com/2020/04/ l 7 /att-investors-denied-a-dial-in-as-annual-meeting-goes-onl ine/ I 007928/ Now more than ever shareholders need to have the option to take action outside of a shareholder meeting and send a wake-up caJI to management since tightly controlled online shareholder meetings are a management transparency wasteland. Please vote yes: Adopt a Mainstream Shareholder Right - Written Consent- Proposal 4 [The line above - Is for publication. Please assign the correct proposal number in the 2 places.] CTS Corporation 4925 Indiana Avenue Lisle, IL 60532 T: (630) 577-8871 [email protected] January 12, 2021 Via E-Mail to [email protected] Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: CTS Corporation - Request to Omit Shareholder Proposal Submitted by Kenneth Steiner Ladies and Gentlemen: Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), CTS Corporation, an Indiana corporation (“we” or the “Company”), hereby gives notice of its intention to omit from the proxy statement and form of proxy for the Company’s 2021 Annual Meeting of Shareholders (together, the “2021 Proxy Materials”) a shareholder proposal (including its supporting statement, the “Proposal”) received from Kenneth Steiner (the “Proponent”). The full text of the Proposal and all other relevant correspondence with John Chevedden, on behalf of the Proponent, are attached as Exhibit A. The Company believes it may properly omit the Proposal from the 2021 Proxy Materials for the reasons discussed below. The Company respectfully requests confirmation that the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) will not recommend enforcement action to the Commission if the Company excludes the Proposal from the 2021 Proxy Materials. This letter, including the exhibits hereto, is being submitted electronically to the Staff at [email protected]. Pursuant to Rule 14a-8(j), we have filed this letter with the Commission no later than 80 calendar days before we intend to file our definitive 2021 Proxy Materials with the Commission. A copy of this letter is being sent simultaneously to John Chevedden, on behalf of the Proponent, as notification of the Company’s intention to omit the Proposal from the 2021 Proxy Materials. I. The Proposal The Proposal reads as follows (the Proponent having indicated that the number “4” is a placeholder for the proposal number to be ultimately assigned by the Company): *** FISMA & OMB Memorandum M-07-16 Proposal [4] – Adopt a Mainstream Shareholder Right – Written Consent Shareholders request that our board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent. This proposal topic won 95%-support at Dover Corporation and 88%-support at AT&T. Written consent allows shareholders to vote on important matters, such as electing new directors that can arise between annual meetings to send a wake-up call to management. For instance, Ms. Patricia Collawn, chair of the management pay committee and with 16- years board tenure, was rejected by more than 20% of shares in 2020. Ms. Collawn was also rejected by 60-times as many shares as 3 of her director peers. A shareholder right to act by written consent still affords CTS Corporation management strong deference for any lingering status quo management sentimentality during the current rapidly changing business environment. Any action taken by written consent would still need 55% supermajority approval from the shares that normally cast ballots at the CTS annual meeting to equal a majority from the CTS shares outstanding. With the new style of tightly controlled online shareholder meetings makes the shareholder right to act by written consent all the more important because everything is optional with online shareholder meetings. For instance management reporting on the state of the company is optional. Also management answers to shareholder questions are optional even if management misleadingly asks for questions. Online shareholder meetings are a serious blow to management transparency. The Goodyear online shareholder meeting was spoiled by a trigger-happy management mute button that was used to quash constructive shareholder criticism. AT&T would not allow any sponsors of shareholder proposals to speak at its online shareholder meeting. Shareholders are so restricted in online meetings that management will never want a return to a much more transparent in-person shareholder meeting. Please see: Goodyear's virtual meeting creates issues with shareholder https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates- issues-shareholder Please see: AT&T investors denied a dial-in as annual meeting goes online https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes- online/1007928/ 2 Now more than ever shareholders need to have the option to take action outside of a shareholder meeting and send a wake-up call to management since tightly
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